General Terms and Conditions

These General Terms and Conditions (“GTC”) apply to all contracts for the use of the AI-powered communication platform COMHUBAI between

Cooper Advertising GmbH
Am Kaiserkai 62
20457 Hamburg
Germany

(hereinafter the “Provider”)

and the respective customer (hereinafter the “Customer”).

COMHUBAI is offered exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law. These GTC do not apply to consumers.

The Provider offers COMHUBAI as a cloud-based platform for AI-supported communication and automation across various channels.

Individual agreements, order forms, service descriptions and any agreed data processing agreement (“DPA”) shall take precedence over these GTC in the event of contradictions.

The Provider provides the Customer with a cloud-based AI communication platform that may include, in particular, the following functions:

• AI-powered marketing automation
• intelligent customer service with chat and voice agents
• sales acceleration through automated processes
• multi-channel communication (e.g. SMS, WhatsApp, email, RCS, voice, chat, web widget)
• API interfaces and system integrations
• analytics and reporting functions

The services are provided as Software-as-a-Service (SaaS). Access is generally provided via web browser or via APIs made available by the Provider.

The Provider may further develop, adapt or modify the platform where this is reasonable for the Customer, in particular due to technical developments, security requirements, legal requirements or changes to third-party services.

The Provider will inform the Customer in due time of material changes that substantially affect agreed core functions. If such a change unreasonably impairs the Customer’s use of the platform and is not required for legal or security reasons, the Customer may terminate the affected service with 14 days’ notice from receipt of the notice of change.

The platform may use AI-based functions and, where applicable, services of third-party technology providers to provide the contractual services.

The contract is concluded through the Customer’s registration on the platform, the conclusion of an order form, or other confirmation by the Provider.

The Customer undertakes to provide complete, accurate and up-to-date information during registration and throughout the term of the contract.

The Provider may reject registrations or orders for objectively justified reasons, in particular where there are concerns regarding lawful use, solvency, or technical feasibility.

The Customer is responsible for assigning user accounts within its organisation and for ensuring that access credentials are kept confidential.

For the term of the contract, the Customer receives a non-exclusive, non-transferable right to use the platform for its own business purposes within the agreed contractual scope.

The Customer undertakes to:

• use the platform only in accordance with applicable law;
• not transmit any illegal, misleading, discriminatory, harassing or otherwise unlawful content;
• comply with applicable data protection, telecommunications, competition, advertising and consumer protection laws;
• obtain and maintain all notices, consents, legal bases and permissions required for the use of communication channels and the processing of personal data;
• properly manage recipient lists, opt-ins, opt-outs and suppression lists;
• review and configure campaigns, automations, prompts, recipients, communication flows and content in a lawful and appropriate manner;
• keep access data confidential and protect it against misuse;
• notify the Provider without undue delay of security incidents, misuse or unauthorised access.

The Customer may not use the platform in a manner that impairs the security, integrity or availability of the platform or third-party systems.

In the event of material breaches of these obligations, the Provider may temporarily suspend access to the platform, in whole or in part, where this is reasonably necessary due to security concerns, concrete indications of unlawful use, or payment default. Where reasonable, the Provider will inform the Customer in advance and give the Customer the opportunity to remedy the breach. Access will be restored once the reason for suspension no longer applies.

The right of either party to terminate the contract for good cause remains unaffected.

Prices are based on the selected plan, applicable order form and/or the current price list at comhubai.com, unless otherwise agreed.

All prices are exclusive of statutory VAT and other applicable taxes.

Billing is monthly in advance unless otherwise agreed.

All external transaction and third-party channel costs, including but not limited to SMS, WhatsApp, RCS, voice or email fees, are billed separately as pass-through costs. Such costs depend on channel, region and third-party provider pricing and are passed on to the Customer without markup unless otherwise agreed.

If third-party provider charges change, the adjusted pass-through costs shall apply from the date such changes become effective.

In the event of late payment, the Provider is entitled to charge statutory default interest applicable to commercial transactions.

Each party shall comply with the applicable data protection laws, in particular the GDPR and applicable national data protection laws.

Where and to the extent that the Provider processes personal data on behalf of the Customer, the parties shall conclude a DPA. In the event of contradictions, the DPA shall take precedence over these GTC with regard to data protection matters.

Unless expressly agreed otherwise, the Customer remains responsible for the lawfulness of the collection, use and transmission of personal data and for the lawfulness of communications initiated, configured or sent via the platform.

The Provider may use subprocessors in connection with the provision of the services. Details are governed by the DPA.

The Provider shall implement appropriate technical and organisational measures for the protection of Customer data and shall notify the Customer without undue delay of personal data breaches affecting Customer data, insofar as required by law.

For the purposes of these GTC, “Customer Content” means all data, texts, files, prompts, messages, contact data, campaign content and other content provided, uploaded, entered, transmitted or generated by or on behalf of the Customer in connection with the use of the platform.

Unless otherwise expressly agreed in writing, the Provider will not use Customer Content to train the Provider’s own models, including any on-premise models, and will not share Customer Content with AI providers for the purpose of training their models.

Where the use of third-party AI services is necessary to provide the contractual services requested by the Customer, Customer Content may be transmitted to such providers solely to the extent required for service provision and subject to applicable contractual, technical and legal safeguards.

The Provider may use anonymised and aggregated usage data to operate, secure and improve the platform, provided that no personal reference to the Customer or any data subject remains.

The Provider aims for an average platform availability of 99.9% per month, excluding scheduled maintenance, emergency maintenance, downtime caused by third-party services, force majeure, or circumstances attributable to the Customer.

Scheduled maintenance shall, where reasonably possible, be announced in advance.

Support is generally offered on weekdays (Monday to Friday, 9:00 a.m. to 6:00 p.m. CET/CEST) via email or chat, unless otherwise agreed.

Critical system failures are handled with priority.

The Provider shall have unlimited liability:

• for intent and gross negligence;
• for damages resulting from injury to life, body or health;
• under mandatory statutory liability;
• in the event of fraudulently concealed defects.

In cases of slight negligence, the Provider shall only be liable for the breach of essential contractual obligations (cardinal obligations). In such cases, liability is limited to the foreseeable damage typical for this type of contract.

In cases under § 8.2, the Provider’s total liability per contract year shall be limited to the fees paid or payable by the Customer for the affected service during the 12 months preceding the damaging event.

Subject to § 8.1, liability for indirect damages, consequential damages, lost profits and data loss is excluded, except where such damage forms part of the foreseeable damage typical for this type of contract.

The Provider does not owe any specific economic success. The Provider also does not owe legal review of content, campaigns, communication flows, prompts or individual use cases created, configured or approved by the Customer.

The Customer shall notify the Provider of defects without undue delay and support the Provider in the analysis and remediation of faults to a reasonable extent.

COMHUBAI provides the technical infrastructure for AI-supported communication processes. Unless expressly agreed otherwise, the Customer is responsible for the content, messages, data, campaigns, automations and actions transmitted, initiated or approved via the platform.

The Customer undertakes to use the platform only within the framework of applicable law. This includes, in particular, compliance with data protection, telecommunications, competition, advertising, copyright and channel-specific requirements.

The Provider will act in accordance with the legal requirements applicable to the Provider in connection with the provision of the platform, including applicable requirements under the EU AI Act as and when they become applicable. The Customer remains responsible for configuring and using the platform lawfully in its specific use case, including, where required, recipient selection, consent management, communication settings, human review, disclosures, labelling and any legally required information that must accompany communications.

The Provider is not liable for unlawful, incorrect or unauthorised use of the platform by the Customer, the Customer’s users, or other third parties acting within the Customer’s sphere of responsibility, unless such unlawful, incorrect or unauthorised use was caused by the Provider.

The Customer shall indemnify the Provider against third-party claims, costs and damages arising from unlawful content, unlawful communication measures or other unlawful use of the platform by the Customer, its users or persons acting on its behalf, unless and to the extent the claim was caused by the Provider. This requires that the Provider informs the Customer without undue delay of the asserted claim, leaves the defence to the Customer to the extent legally permissible, and provides reasonable support.

The Provider is entitled to block content or usage if there are concrete indications of unlawful behaviour, significant legal risk, or material threats to the security or integrity of the platform.

Unless otherwise agreed, monthly subscriptions may be terminated by either party with 30 days’ notice to the end of a calendar month.

Unless otherwise agreed, annual subscriptions are concluded for an initial term of 12 months and shall automatically renew for further periods of 12 months each, unless either party gives notice of non-renewal at least 30 days before the end of the respective term.

The right to extraordinary termination for good cause remains unaffected.

After termination of the contract, Customer data shall remain available for retrieval or export for 30 days, insofar as technically available and unless statutory retention obligations prevent deletion. After expiry of this period, the data shall be deleted in accordance with applicable law; backup copies are deleted in the regular backup cycle.

The Customer remains obliged to pay fees accrued up to the effective date of termination.

All rights to the software, platform, underlying models, processes, documentation and other Provider materials remain with the Provider or its licensors.

The Customer receives only the usage rights expressly granted under the contract.

Customer Content remains the property of the Customer or the respective rights holder.

The Customer grants the Provider, for the term of the contract, the non-exclusive rights necessary to host, process, reproduce and transmit Customer Content solely to the extent required to provide the contractual services.

German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Hamburg, Germany, provided the Customer is a merchant, legal entity under public law or special fund under public law.

Should any provision of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.

Amendments and additions to these GTC and to the contract shall require at least text form, unless a stricter form is required by law.